Jinchuan Group International Resources Co. Ltd — Proxy Solicitation & Information Statement 2017

Apr 5, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD 金川集團國際資源有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2362)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Jinchuan Group International Resources Co. Ltd (the “ Company ”) will be held at Unit 3101, 31/F United Centre, 95 Queensway, Admiralty, Hong Kong at 10 a.m. on Tuesday, 25 April 2017 for the purpose of considering, and if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

Words and expressions that are not expressly defined in this notice shall bear the same meaning as those defined in the circular dated 6 April 2017 issued by the Company.

“ THAT :

1. (a) the entering into of the Subscription Agreement, a copy of which is produced to the meeting marked “A” and initialled by the chairman of the EGM for the purpose of identification, be and is hereby approved, confirmed and ratified, and subject to the passing of the second resolution set out in this notice, the transactions contemplated thereunder, be and is hereby approved, confirmed and ratified;

   • (b) subject to the listing committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Subscription Shares, the Board be and is hereby granted a Specific Mandate for the allotment and issue of 483,000,000 Shares upon Completion; and

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• (c) any one director of the Company be and is hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents (if any) and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effects to the transactions contemplated under the Subscription Agreement, including but not limited to the execution of any deeds or the affixation of any seal or the issue of any certificate.

1. Subject to the passing of the first resolution set out in this notice and Completion having taken place, Mr. Zeng Weibing be and is hereby appointed as a non-executive director of the Company with effect from the Completion Date of the Subscription under the Subscription Agreement and the Board be and is hereby authorised to fix his remuneration.

2. Mr. Poon Chiu Kwok be and is hereby re-elected as an independent non-executive Director of the Company.

By order of the Board Jinchuan Group International Resources Co. Ltd Wong Tak Chuen Company Secretary

Hong Kong, 6 April 2017

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and, on poll, vote on his behalf. A proxy need not be a member of the Company.

2. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned EGM thereof if you so wish. In the event that you attend the EGM after having returned the completed form of proxy, your form of proxy will be deemed to have been revoked.

3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be deposited at Boardroom Share Registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

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1. In the case of joint registered holders of any shares of the Company, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders are present at the EGM, either in person or by proxy, the vote of that one of them so present, either in person or by proxy, whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

As at the date of this notice, the Board comprises four executive directors, namely Mr. Yang Zhiqiang, Mr. Zhang Sanlin, Mr. Chen Dexin and Mr. Zhang Zhong; and three independent non-executive directors, namely Mr. Wu Chi Keung, Mr. Yen Yuen Ho, Tony and Mr. Poon Chiu Kwok.

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